Pyrophyte Acquisition Corp. II

This report fixes the exact redemption and liquidation timeline at 24 months from the IPO close, providing the definitive deadline investors must monitor for potential redemptions or default distributions. It updates the confirmed Trust Account balance to $200,411,500 post-overallotment and reiterates the Company’s published payout methodology: the per-share redemption price equals the aggregate trust amount divided by then-issued and outstanding public shares, explicitly noting the amount will not be reduced by deferred underwriting commissions. Regarding other substance, the Company’s notes state it has not selected a specific business combination target, has not engaged in substantive discussions with any target, and had not commenced operations as of July 18, 2025. The Company plans to generate non-operating interest income on trust funds and requires a target with a fair market value of at least 80% of net trust assets at signing. Personnel and governance disclosures identify Sten Gustafson as President and Chief Financial Officer executing the report, WithumSmith+Brown, PC as the independent auditor since 2025, and note that three independent directors received 30,000 founder shares each in June 2025 valued at $2.41 per share. Liquidity conditions reported on the July 18, 2025 balance sheet include $243,915 in working cash, $198,432 in prepaid expenses, $1,466,622 due from the Sponsor, and $80,353 in long-term prepaid insurance, offset by $399,412 in current liabilities, $7,875,000 in deferred underwriting fees payable, and a $160,650 overallotment liability. Macro-economic risk claims regarding U.S. tariffs, trade policy evaluations directed by President Trump, and geopolitical impacts from the Russian invasion of Ukraine and Israel-Hamas conflict are sourced exclusively to the Company’s Commitments and Contingencies section; no revenue, customer, market size, technology, or partnership claims are present.

This filing establishes the baseline trust value per share at $10.00, the 24-month deadline of July 18, 2027, and the key terms for redemption, warrants, and sponsor lock-ups. The SPSC is searching for a target in the energy sector. All standard mechanisms are in place for a fresh SPAC.

The prospectus discloses substantial economic friction and strategic positioning that directly impact investor exposure. Founder shares were purchased for an aggregate of $25,000 (approximately $0.003 per share), creating immediate dilution that the prospectus’ own pro forma tables project could yield negative adjusted net tangible book value per share under maximum redemption scenarios.

Establishing this effective date initiates the mandatory post-IPO countdowns that will eventually trigger shareholder redemption windows and potential business-combination deadlines. UBS Securities LLC noted through Adam Kerbis (Executive Director) and Alex Cahail (Director) that preliminary prospectus copies will be allocated to underwriters and dealers reasonably anticipated to participate in the distribution to secure adequate distribution, and confirmed ongoing compliance with Rule 15c2-8.

The withdrawal, authored by UBS Executive Director Adam Kerbis and Director Alex Cahail, signals that Pyrophyte Acquisition Corp. II will not receive immediate SEC approval to proceed with its offering on the previously targeted July 14 date. This suspends share issuance, delays any trust account funding, and pushes back the commencement of a target search or preliminary acquisition discussions.

This document contains the definitive economic terms that investors need to track the SPAC's lifecycle: IPO is 17,500,000 units at $10.00 per unit (with an overallotment of up to 2,625,000 units), for an expected trust deposit of $175,000,000 ($201,250,000 if the over-allotment is fully exercised). Each unit consists of one Class A ordinary share and one-half of one warrant (exercise price $11.50). The Company will have 24 months from the closing of the IPO to complete an initial business combination, with a hard deadline for liquidation and redemption of public shares (within 10 business days of the deadline). The trust agreement allows for releases only for tax obligations, shareholder redemption requests, and upon a business combination or liquidation, with a 15% redemption cap per beneficial owner. The letter agreement commits the Insider, Sponsor, officers and directors to vote for the deal and prevents any personal claims against the trust account.

This is the foundational filing for PAII's IPO, establishing all critical SPAC mechanics: trust size ($10.00/share), redemption rights, business combination deadline (24 months, extendable to 36), dilution (public shareholders face ~28% dilution from implied $10.00 value at completion), sponsor economics (founder shares at $0.003 vs. $10.00 offering), and insider arrangements. The disclosure of non-managing sponsor investors (Harraden Circle) being able to freely sell public shares and warrants they buy in the offering, without being required to vote for the deal or refrain from redeeming, is notable. The prior SPAC (Pyrophyte I) experience, which required three separate extension votes with significant redemptions, provides context for the management team.

Beyond deal mechanics, the prospectus outlines strategic and operational context. According to the company, it targets the energy transition sector—specifically critical minerals, materials, and decarbonization tech—citing Bloomberg forecasts of over $75 trillion in investment from 2025–2035 and $110 trillion through 2050. The company acknowledges it has generated zero revenue, holds no customer contracts, and has initiated no substantive discussions with acquisition targets.

What changed: A Joint Filing Agreement (Exhibit A) attached to an amended Schedule 13G, functioning as a routine compliance exhibit that coordinates the securities reporting obligations of seven Harraden Circle investment vehicles and Frederick V. Fortmiller, Jr. regarding their aggregate beneficial ownership of Pyrophyte Acquisition Corp. II shares. The exhibit does not disclose a revised percentage of ownership, nor does it modify redemption deadlines, trust value mechanics, extension provisions, or deal progress timelines. According to the Joint Filing Agreement dated November 14, 2025, the signatories have merely agreed under Rule 13d-1(k) to submit a single Schedule 13G and any future amendments—including on Schedule 13D—on behalf of all parties identified in filing 0001193125-25-281771. No new transactional terms, shareholder vote dates, or capital call procedures are introduced in this attachment. Why it matters: Regarding sponsor conduct and fund operations, the agreement confirms that Harraden Circle continues to bundle its PAII positions through a centralized filing structure managed by Frederick V. Fortmiller, Jr. as Managing Member. As stated in the exhibit, the document contains only signature blocks and regulatory cross-references; it makes no claims about customers, revenue, market size, strategy, technology, partnerships, personnel changes, or litigation. Consequently, it adds no substantive operational context to the SPAC’s SEARCHING phase and does not independently signal imminent deal activity, trust distributions, or shifts in sponsor behavior beyond standard institutional reporting alignment. Because the filing provides no numerical thresholds, target metrics, or redemption calendar updates, it warrants monitoring for transparency but carries no standalone mechanical impact on shareholder action items.

What changed: Quarterly report on Form 10-Q for Pyrophyte Acquisition Corp. II for the three months ended September 30, 2025, filed November 14, 2025 — the company's first 10-Q after its July 2025 IPO, presenting unaudited financial statements and describing a still-searching SPAC. Post-IPO first quarter. The IPO closed July 18, 2025 with 17,500,000 units; on July 24, 2025 the underwriters partially exercised their over-allotment option for 2,541,150 additional units and forfeited the remaining 83,850 units, and the sponsor forfeited 30,231 Class B founder shares. The trust account holds $202,044,257, or $10.08 per Class A share subject to possible redemption, on 20,041,150 Class A shares. The company still reports no target selected and no substantive discussions with any business combination target. Deferred underwriting fees of $9,399,690 are payable from the trust only if a business combination closes. As of September 30, 2025, the sponsor owed the company $353,445 due on demand, and a $300,000 sponsor promissory note was settled by issuing 300,000 private placement warrants. Why it matters: This filing establishes PAII's post-IPO trust economics and search status: $10.08 per share redemption value, a 24-month completion period running from the July 2025 IPO closing, deferred underwriting compensation that is contingent on closing a deal, and no announced target. It also discloses sponsor-related cash flows and warrant conversions — including a due-from-sponsor receivable of $353,445 — which matter for tracking sponsor conduct and pre-deal liquidity.

What changed: Routine compliance exhibit — a Joint Filing Agreement attached to a Schedule 13G beneficial ownership report. According to the filing, Linden Capital L.P., Linden GP LLC, Linden Advisors LP, and Siu Min Wong agreed to consolidate their regulatory reporting into a single Schedule 13G statement covering their aggregate PAII shares as of September 17, 2025. The document states that Saul Ahn executes as authorized signatory, general counsel, and attorney-in-fact for the group, relying on a Power of Attorney dated June 10, 2019 previously incorporated by reference in a Haymaker Acquisition Corp II filing submitted on June 19, 2019. Why it matters: This filing does not modify redemption deadlines, trust account balances, extension triggers, target acquisition status, or sponsor governance. It functions exclusively to satisfy SEC Rule 13d-1(k) joint reporting requirements. Because the provided text contains only the signature and joinder pages, it discloses no updated ownership percentages, voting/investment agreements, or operational commentary that would impact SPAC mechanics or capital allocation. The only numerical data present are the three dates explicitly printed in the text: September 17, 2025; June 10, 2019; and June 19, 2019. All assertions derive solely from the filing’s own boilerplate and execution blocks.

What changed: A Form 8-K current report accompanied by a press release (Exhibit 99.1) that functions as a routine compliance exhibit announcing the mechanical separation of publicly traded units into individual Class A ordinary shares and warrants. The company announced that holders of the 20,041,150 units sold in its initial public offering (completed July 24, 2025, including 2,541,150 units from a partial underwriter overallotment) may elect to separately trade the embedded securities commencing on or about September 8, 2025. Unseparated units will continue trading on the NYSE under “PAII.U,” while the Class A ordinary shares and whole warrants will trade under “PAII” and “PAII WS.” Each whole warrant carries an exercise price of $11.50 per share. Holders must direct brokers to contact transfer agent Continental Stock Transfer & Trust Company to effectuate the split, and no fractional warrants will be issued. Why it matters: This filing establishes the post-offering listing mechanics and ticker symbols for PAII’s capital structure ahead of any potential merger. It clarifies the warrant strike price at $11.50 per share and sets the operational timeline for liquidity bifurcation on or about September 8, 2025. Regarding redemption deadlines, trust value, extensions, deal progress, and sponsor conduct: the document contains zero updates. The company remains in its pre-deal searching phase. Via its press release, management—specifically President and Chief Financial Officer Sten Gustafson—reiterates that forward-looking statements concern the ongoing search for an initial business combination but discloses no targets, customer claims, revenue projections, market size estimates, technology descriptions, partnerships, litigation, or material personnel changes beyond identifying Gustafson as the corporate contact.

What changed: Quarterly report (Form 10-Q) for Pyrophyte Acquisition Corp. II, a blank check company incorporated on May 1, 2025, covering the period from inception through June 30, 2025, before its initial public offering (IPO) closed on July 18, 2025. The SPAC had no operations, no revenue, and a net loss of $102,000 for the period. As of June 30, 2025, it had zero cash, $217,104 in deferred offering costs, and $294,104 in current liabilities (including a $75,000 promissory note to the sponsor). Post-quarter-end, the IPO of 17,500,000 units at $10.00 each closed on July 18, 2025, with an additional 2,541,150 units from partial over-allotment exercise on July 24, 2025, depositing $200,411,500 into trust ($10.00 per unit). The sponsor's promissory note was settled by issuing 300,000 private placement warrants. The sponsor forfeited 30,231 founder shares due to partial over-allotment exercise. No business combination target has been identified or discussed. Warrants are exercisable at $11.50 and become exercisable 30 days after a business combination, expiring five years later. Why it matters: This first-quarter filing establishes the baseline for a new SPAC with a $200.4 million trust and $10.00 per-share redemption value. It confirms no deal or substantive discussions have occurred, so the redemption clock has not started. The filing details sponsor economics (founder shares, warrant coverage, promissory note conversion) and lock-up provisions. Investors monitoring for early extension requests or target announcements will need to track subsequent filings.

What changed: A Current Report on Form 8-K disclosing the partial exercise and closing of the underwriters’ over-allotment option following the company’s initial public offering, accompanied by a pro forma unaudited balance sheet dated July 24, 2025, and a press release dated July 29, 2025. The filing reports that on July 24, 2025, the underwriters partially exercised their over-allotment option to purchase 2,541,150 additional Units at $10.00 per Unit, generating $25,411,500 in gross proceeds. The underwriters forfeited the option on the remaining 83,850 Units. According to the pro forma unaudited balance sheet and press release, this brought the aggregate proceeds deposited in the trust account to $200,411,500. The balance sheet shows Class A ordinary shares subject to possible redemption increasing to 20,041,150 shares at $10.00 per share, totaling $200,411,500. The filing states that in connection with the closing, the sponsor, Pyrophyte Acquisition II LLC, forfeited 30,231 Class B ordinary shares, resulting in an aggregate holding of 7,225,721 founder shares (with one section citing 7,135,721). Deferred underwriting fees payable increased by $1,524,690 to $9,399,690, which the notes describe as 6.0% of the over-allotment proceeds. The press release and exhibit notes attribute the company’s business strategy to targeting opportunities in the energy sector. UBS Investment Bank is cited as lead book-running manager and Brookline Capital Markets, a division of Arcadia Securities, LLC as co-manager. Why it matters: This filing permanently establishes the trust reserve of $200,411,500 and the exact number of public shares subject to redemption prior to any business combination, directly setting the baseline for future shareholder redemption valuations. It formally adjusts the sponsor’s equity stake through the forfeiture of 30,231 founder shares and records the immediate deferral of $1,524,690 in underwriting compensation, which impacts non-trust working capital. Because the document does not mention a redemption deadline, amendment to the charter, or target acquisition, investors can infer the standard pre-combination operational period remains active while management pursues its stated energy sector focus.

What changed: A Form 4 insider ownership report filed on 2025-07-25 for Pyrophyte Acquisition Corp. II. The filing explicitly states 'No non-derivative transactions or holdings reported.' This confirms no movement in the reported holdings for Pyrophyte Acquisition II LLC (director, 10% owner), Gustafson Sten L. (director, Chief Financial Officer), or Duroc-Danner Bernard J. (director, Chief Executive Officer). Consequently, there are no adjustments to redemption calendar mechanics, trust account distributions per share, extension voting triggers, or sponsor equity commitments. The mechanical landscape for shareholders remains unchanged. Why it matters: For investors tracking SPAC lifecycles, this routine compliance exhibit provides a verified baseline of static insider positioning during the SEARCHING phase. The absence of buys, sells, or conversions indicates no immediate shift in sponsor alignment or defensive posture ahead of potential combination deadlines. The document contains no substantive operational disclosures; there are no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel changes beyond the listed executive titles. All data points originate directly from the SEC submission, with no external assumptions applied.

What changed: A Joint Filing Agreement (Exhibit A) attached to a Schedule 13G beneficial ownership report, executed pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, which establishes that eight Harraden Circle investment vehicles and Frederick V. Fortmiller, Jr. will file jointly regarding their holdings in Pyrophyte Acquisition Corp. II. The agreement discloses no modifications to redemption deadlines, trust value per share, extension provisions, business combination progress, or sponsor conduct. As stated by the undersigned parties, the sole substantive change documented is their mutual election to submit the accompanying Schedule 13G as a single joint filing, with Mr. Fortmiller, Jr. acting as Managing Member to authorize submissions on behalf of the listed limited partnerships and LLCs. Why it matters: This filing contains no parameters affecting redemption windows, trust yield calculations, SPAC timeline extensions, or merger negotiations, rendering it procedurally inert for investors tracking those mechanics. The document merely confirms shared reporting obligations among affiliated funds rather than operational developments or capital structure changes. If Harraden Circle entities accumulate additional shares, alter their control intent, or influence the sponsor’s search activities, a subsequent Schedule 13D or amended Schedule 13G would be required to disclose such shifts; none are present here as of the dated execution of July 24, 2025.

What changed: Form 8-K Current Report accompanied by an audited balance sheet (Exhibit 99.1), disclosing the consummation of Pyrophyte Acquisition Corp. II’s initial public offering, the simultaneous private placement of warrants, the partial exercise of the underwriters’ over-allotment option, and subsequent founder share forfeitures. According to the filing, on July 18, 2025, the Company consummated its IPO of 17,500,000 units at $10.00 per unit for $175,000,000 in gross proceeds, and completed a private placement of 5,050,000 warrants to its sponsor for $5,050,000. An audited balance sheet confirms that $175,000,000 was placed in the Trust Account on that date, an amount that includes $7,875,000 in deferred underwriting commissions. On July 24, 2025, the underwriters closed on the purchase of 2,541,150 additional over-allotment option units at $10.00 per unit for $25,411,500, which was deposited into the Trust Account, resulting in an aggregate of $200,411,500 deposited in the Trust Account. In connection with this closing, the Sponsor forfeited 30,231 Class B ordinary shares, leaving the Sponsor with 7,135,721 founder shares. The filing establishes a 24-month redemption deadline from the July 18, 2025 IPO closing date; if the Company fails to complete an initial business combination within that period, public shares will be redeemed and the underwriters will forfeit their rights to deferred underwriting discounts and commissions, which will instead be distributed pro rata to public shareholders alongside accrued interest net of taxes. Why it matters: This report fixes the exact redemption and liquidation timeline at 24 months from the IPO close, providing the definitive deadline investors must monitor for potential redemptions or default distributions. It updates the confirmed Trust Account balance to $200,411,500 post-overallotment and reiterates the Company’s published payout methodology: the per-share redemption price equals the aggregate trust amount divided by then-issued and outstanding public shares, explicitly noting the amount will not be reduced by deferred underwriting commissions. Regarding other substance, the Company’s notes state it has not selected a specific business combination target, has not engaged in substantive discussions with any target, and had not commenced operations as of July 18, 2025. The Company plans to generate non-operating interest income on trust funds and requires a target with a fair market value of at least 80% of net trust assets at signing. Personnel and governance disclosures identify Sten Gustafson as President and Chief Financial Officer executing the report, WithumSmith+Brown, PC as the independent auditor since 2025, and note that three independent directors received 30,000 founder shares each in June 2025 valued at $2.41 per share. Liquidity conditions reported on the July 18, 2025 balance sheet include $243,915 in working cash, $198,432 in prepaid expenses, $1,466,622 due from the Sponsor, and $80,353 in long-term prepaid insurance, offset by $399,412 in current liabilities, $7,875,000 in deferred underwriting fees payable, and a $160,650 overallotment liability. Macro-economic risk claims regarding U.S. tariffs, trade policy evaluations directed by President Trump, and geopolitical impacts from the Russian invasion of Ukraine and Israel-Hamas conflict are sourced exclusively to the Company’s Commitments and Contingencies section; no revenue, customer, market size, technology, or partnership claims are present.

What changed: A Schedule 13G beneficial ownership report and its attached Exhibit I Joint Filing Agreement, executed to consolidate disclosure responsibilities under Rule 13d-1(k) of the Securities Exchange Act of 1934. The filing confirms that Millennium Management LLC, Millennium Group Management LLC, and Israel A. Englander will submit a single Schedule 13G covering their positions in Pyrophyte Acquisition Corp. II Class A Ordinary Shares, par value $0.0001 per share, as stated in the exhibit. The document discloses no updates to redemption deadlines, trust account balances, extension triggers, target acquisition milestones, or sponsor governance actions. No share quantities, percentage thresholds, or stated purposes of the investment are provided within this exhibit alone. Why it matters: For investors monitoring redemption calendars, trust preservation mechanisms, extension voting sequences, or deal execution velocity, this submission contains no operative mechanics. The joint filing simply acknowledges administrative coordination among affiliated Millennium management entities, signed by Global General Counsel Gil Raviv and principal Israel A. Englander dated July 22, 2025. Without the primary 13G cover page detailing actual share counts, aggregate purchase prices, or investment intent, the exhibit does not indicate accumulation, distribution, or activist positioning that would reshape assumptions about capital structure maintenance or business combination timing.